The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto included in this Quarterly
Report on Form 10-Q (this "Quarterly Report") and in conjunction with our Annual
Report on Form 10-K for the fiscal year ended December 28, 2019. This Quarterly
Report contains statements that are not historical in nature, are predictive, or
that depend upon or refer to future events or conditions or contain other
forward-looking statements. Statements including, but not limited to, statements
regarding the extent and timing of future revenues and expenses and customer
demand, statements regarding the deployment of our products and services,
statements regarding our reliance on third parties, statements regarding the
anticipated impact on our business of the COVID-19 pandemic and related public
health measures, and other statements using words such as "anticipates,"
"believes," "could," "estimates," "expects," "forecasts," "intends," "may,"
"plans," "projects," "should," "targets," "will" and "would," and words of
similar import and the negatives thereof, constitute forward-looking statements.
These statements are predictions based upon our current expectations about
future events. Actual results could vary materially as a result of certain
factors, including, but not limited to, those expressed in these statements. We
refer you to the "Risk Factors," "Results of Operations," "Quantitative and
Qualitative Disclosures About Market Risk," and "Liquidity and Capital
Resources" sections contained in this Quarterly Report, and the risks discussed
in our other Securities and Exchange Commission ("SEC") filings, which identify
important risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements.
We urge you to consider these factors carefully in evaluating the
forward-looking statements contained in this Quarterly Report. All subsequent
written or oral forward-looking statements attributable to our company or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. The forward-looking statements included in this Quarterly
Report are made only as of the date of this Quarterly Report. We do not intend,
and undertake no obligation, to update these forward-looking statements.
Business Overview
We enable our customers to develop electronic products. Our products and
services are designed to give our customers a competitive edge in their
development of electronic devices and systems, systems-on-chip ("SoCs"),
integrated circuits ("ICs") and increasingly sophisticated manufactured
products. Our products and services do this by optimizing performance,
minimizing power consumption, shortening the time to bring our customers'
products to market and reducing their design, development and manufacturing
costs. We offer software, hardware, services and reusable IC design blocks,
which are commonly referred to as intellectual property ("IP").
Our strategy, which we call Intelligent System Design™, is to provide the
computational software technologies necessary for our electronic system and
semiconductor customers to develop electronic products across a variety of
vertical markets including consumer, hyperscale computing, mobile,
communications, automotive, aerospace and defense, industrial and healthcare.
Our products and services enable our customers to develop complex and innovative
electronic products, so demand for our technology is driven by our customers'
investment in new designs and products. Historically, the industry that provided
the tools used by IC engineers was referred to as Electronic Design Automation
("EDA"). Today, our offerings include and extend beyond EDA.
We group our products into categories related to major design activities:
•Custom IC Design and Simulation;
•Digital IC Design and Signoff;
•Functional Verification;
•IP; and
•System Design and Analysis.
For additional information about our products, see the discussion in Item 1,
"Business," under the heading "Products and Product Strategy," in our Annual
Report on Form 10-K for the fiscal year ended December 28, 2019.
During the first quarter of fiscal 2020, we completed our acquisitions of AWR
and Integrand. The aggregate cash consideration for these acquisitions of
approximately $196 million was allocated to the assets acquired and liabilities
assumed based on their respective estimated fair values on the acquisition
dates. These acquisitions enhance our technology portfolio to address growing
radio frequency design activity, driven by expanding use of 5G communications.
These acquisitions have increased expenses, including amortization of acquired
intangible assets, more than revenue during the first three quarters of 2020 and
are expected to continue to increase expenses more than revenue for the
remainder of fiscal 2020.
Management uses certain performance indicators to manage our business, including
revenue, certain elements of operating expenses and cash flow from operations,
and we describe these items further below under the headings "Results of
Operations" and "Liquidity and Capital Resources."
                                       19
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COVID-19 Impact
In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic, which continues to spread throughout the U.S. and the world and has
resulted in authorities implementing numerous measures to contain the virus,
including travel bans and restrictions, quarantines, shelter-in-place orders,
and business limitations and shutdowns. We are unable to accurately predict the
full impact that COVID-19 will have on our results of operations, financial
condition, liquidity and cash flows due to numerous uncertainties, including the
duration and severity of the pandemic and containment measures. Our compliance
with these containment measures has impacted our day-to-day operations and could
disrupt our business and operations, as well as that of our key customers,
suppliers (including contract manufacturers) and other counterparties, for an
indefinite period of time. To support the health and well-being of our
employees, customers, partners and communities, a vast majority of our employees
are still working remotely as of October 19, 2020.
The COVID-19 pandemic has caused some volatility in our usual delivery timing
for our hardware and IP products to certain customers. Many of our customers are
working remotely, and, in some cases, we have experienced delivery lead times
that are longer than normal because of delays in getting access to customer
sites to complete our deliveries. In other cases, the amount of our hardware and
IP products that we have been able to deliver has been greater than we
originally anticipated at the beginning of the respective period. We have also
received numerous COVID-19 pandemic-related requests from our customers to allow
them to delay their payments to us, while we continue to provide services to
these customers. Because of the significant uncertainty regarding the amount
that we can collect from customers that are requesting delays to their payment
commitments, we have reduced the revenue for the applicable contracts to an
amount that we now expect to collect from these customers.
In addition, during the first quarter of fiscal 2020, we borrowed $350.0 million
under our revolving credit facility as a precautionary measure to provide
additional liquidity in light of global economic uncertainty and financial
market conditions caused by the COVID-19 pandemic. We expect that current cash
and cash equivalent balances and cash flows that are generated from operations
will be sufficient to meet our domestic and international working capital needs
and other capital and liquidity requirements for at least the next 12 months.
See Part II, Item 1A, "Risk Factors" for additional information on the impact of
COVID-19.
Critical Accounting Estimates
In preparing our condensed consolidated financial statements, we make
assumptions, judgments and estimates that can have a significant impact on our
revenue, operating income and net income, as well as on the value of certain
assets and liabilities on our condensed consolidated balance sheets. We base our
assumptions, judgments and estimates on historical experience and various other
factors that we believe to be reasonable under the circumstances. At least
quarterly, we evaluate our assumptions, judgments and estimates, and make
changes as deemed necessary.
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the
global economy and financial markets. We are not aware of any specific event or
circumstance that would require updates to our estimates or judgments or require
us to revise the carrying value of our assets or liabilities as of October 19,
2020, the date of issuance of this Quarterly Report on Form 10-Q. These
estimates may change as new events occur and additional information is obtained.
Actual results could differ materially from these estimates under different
assumptions or conditions.
For further information about our critical accounting estimates, see the
discussion in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," under the heading "Critical Accounting
Estimates" in our Annual Report on Form 10-K for the fiscal year ended
December 28, 2019.
New Accounting Standards Not Yet Adopted
For additional information about the adoption of new accounting standards, see
Note 1 in the notes to condensed consolidated financial statements.
Results of Operations
Financial results for the three and nine months ended September 26, 2020, as
compared to the three and nine months ended September 28, 2019, reflect the
following:
•increased product and maintenance revenue, resulting from growth in hardware,
IP and software, particularly in China and the United States;
•higher selling costs, including additional investment in technical sales
support in response to our customers' increasing technological requirements;
                                       20
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•continued investment in research and development activities focused on
expanding and enhancing our product portfolio; and
•decreased operating expenses for travel, meetings and events, and professional
services due to various measures implemented to contain COVID-19.
Our fiscal years are 52- or 53-week periods ending on the Saturday closest to
December 31. Fiscal 2019 was a 52-week fiscal year. Fiscal 2020 will be a
53-week fiscal year, with an additional week in our fourth quarter of 2020.
Revenue
We primarily generate revenue from licensing our software and IP, selling or
leasing our emulation and prototyping hardware technology, providing maintenance
for our software, hardware and IP, providing engineering services and earning
royalties generated from the use of our IP. The timing of our revenue is
significantly affected by the mix of software, hardware and IP products
generating revenue in any given period and whether the revenue is recognized
over time or at a point in time, upon completion of delivery.
In any fiscal year, we expect that between 85% and 90% of our annual revenue
will be characterized as recurring revenue. Revenue characterized as recurring
includes revenue recognized over time from our software arrangements, services,
royalties, maintenance on IP licenses and hardware, and operating leases of
hardware and revenue recognized at varying points in time over the term of our
IP Access Agreements.
The remainder of our revenue is characterized as up-front revenue. Up-front
revenue is primarily generated by our sales of emulation and prototyping
hardware and individual IP licenses. The percentage of our recurring and
up-front revenue may be impacted by delivery of hardware and IP products to our
customers in any single fiscal period.
Revenue by Period
The following table shows our revenue for the three months ended September 26,
2020 and September 28, 2019 and the change in revenue between periods:

                                   Three Months Ended                               Change
                           September 26,       September 28,
                                2020                2019           Amount      Percentage
                                         (In millions, except percentages)
Product and maintenance   $    630.3          $        548.1      $ 82.2             15  %
Services                        36.3                    31.5         4.8             15  %
                          $    666.6          $        579.6      $ 87.0             15  %


The following table shows our revenue for the nine months ended September 26, 2020 and September 28, 2019 and the change in revenue between periods:


                                   Nine Months Ended                                 Change
                           September 26,       September 28,
                                2020                2019           Amount       Percentage
                                          (In millions, except percentages)
Product and maintenance   $      1,813.4      $      1,639.7      $ 173.7             11  %
Services                           109.6                97.1         12.5             13  %
Total revenue             $      1,923.0      $      1,736.8      $ 186.2             11  %


Product and maintenance revenue increased during the three and nine months ended
September 26, 2020, as compared to the three and nine months ended September 28,
2019, primarily because of increased investments by our customers in new,
complex designs for their products that include the design of electronic systems
for consumer, hyperscale computing, mobile, communications, automotive,
aerospace and defense, industrial and healthcare. Services revenue may fluctuate
from period to period based on the timing of fulfillment of our services and IP
performance obligations.
No one customer accounted for 10% or more of total revenue during the three and
nine months ended September 26, 2020 or September 28, 2019.
                                       21
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Revenue by Product Category
The following table shows the percentage of revenue contributed by each of our
five product categories and services for the past five consecutive quarters:
                                                                                            Three Months Ended
                                       September 26,              June 27,                 March 28,                 December 28,                 September 28,
                                            2020                    2020                     2020                        2019                         2019
Custom IC Design and Simulation                  24  %                    24  %                     25  %                        25  %                         26  %
Digital IC Design and Signoff                    27  %                    28  %                     29  %                        29  %                         30  %
Functional Verification, including
Emulation and Prototyping Hardware               23  %                    24  %                     23  %                        24  %                         20  %
IP                                               15  %                    14  %                     14  %                        13  %                         15  %
System Design and Analysis                       11  %                    10  %                      9  %                         9  %                          9  %
Total                                           100  %                   100  %                    100  %                       100  %                        100  %


Revenue by product category fluctuates from period to period based on demand for
our products and services, our available resources and our ability to deliver
and support them. Certain of our licensing arrangements allow customers the
ability to remix among software products. Additionally, we have arrangements
with customers that include a combination of our products, with the actual
product selection and number of licensed users to be determined at a later date.
For these arrangements, we estimate the allocation of the revenue to product
categories based upon the expected usage of our products. The actual usage of
our products by these customers may differ and, if that proves to be the case,
the revenue allocation in the table above would differ.
Revenue by Geography
                                          Three Months Ended                               Change
                                  September 26,       September 28,
                                       2020                2019           Amount      Percentage
                                                (In millions, except percentages)
United States                    $    269.1          $        241.1      $ 28.0             12  %
Other Americas                         10.9                    12.7        (1.8)           (14) %
China                                 114.2                    58.2        56.0             96  %
Other Asia                            123.2                   120.1         3.1              3  %
Europe, Middle East and Africa        107.9                   106.1         1.8              2  %
Japan                                  41.3                    41.4        (0.1)             -  %
Total revenue                    $    666.6          $        579.6      $ 87.0             15  %



                                          Nine Months Ended                                 Change
                                  September 26,       September 28,
                                       2020                2019           Amount       Percentage
                                                 (In millions, except percentages)
United States                    $        794.5      $        718.8      $  75.7             11  %
Other Americas                             29.9                33.1         (3.2)           (10) %
China                                     275.2               185.6         89.6             48  %
Other Asia                                354.1               340.9         13.2              4  %
Europe, Middle East and Africa            340.2               323.4         16.8              5  %
Japan                                     129.1               135.0         (5.9)            (4) %
Total revenue                    $      1,923.0      $      1,736.8      $ 186.2             11  %


Revenue in the United States increased during the three and nine months ended
September 26, 2020, as compared to the three and nine months ended September 28,
2019, primarily due to an increase in revenue for software, hardware and IP
offerings.
                                       22
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Revenue in China increased during the three and nine months ended September 26,
2020, as compared to the three and nine months ended September 28, 2019,
primarily due to higher than expected levels of hardware and IP sales activity,
and we expect that this will continue into the middle of the fourth quarter of
fiscal 2020.
Beginning in the second quarter of fiscal 2019, we were not able to deliver
maintenance or support for certain customers in China due to the U.S. Department
of Commerce's designation of these customers to the "Entity List." We expect
these restrictions and new or expanded trade restrictions to continue to impact
revenue from certain customers in China.
For the primary factors contributing to the change in revenue for other
geographies during the three and nine months ended September 26, 2020, as
compared to the three and nine months ended September 28, 2019, see the general
description under "Revenue by Period" and "Revenue by Product Category" above.
Revenue by Geography as a Percent of Total Revenue
                                                           Three Months Ended                                                         Nine Months Ended
                                               September 26,               September 28,                 September 26,               September 28,
                                                   2020                        2019                          2020                        2019
United States                                             40  %                         42  %                         41  %                     41  %
Other Americas                                             2  %                          2  %                          2  %                      2  %
China                                                     17  %                         10  %                         14  %                     11  %
Other Asia                                                19  %                         21  %                         18  %                     20  %
Europe, Middle East and Africa                            16  %                         18  %                         18  %                     18  %
Japan                                                      6  %                          7  %                          7  %                      8  %
Total                                                    100  %                        100  %                        100  %                    100  %


Most of our revenue is transacted in the United States dollar. However, certain
revenue transactions are denominated in foreign currencies. For an additional
description of how changes in foreign exchange rates affect our condensed
consolidated financial statements, see the discussion under Item 3,
"Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency
Risk."
Cost of Revenue
                                             Three Months Ended                                Change
                                     September 26,        September 28,
                                          2020                 2019           Amount      Percentage
                                                   (In millions, except percentages)
 Cost of product and maintenance   $     64.8            $         41.7      $ 23.1             55  %
 Cost of services                        17.5                      19.3        (1.8)            (9) %



                                             Nine Months Ended                                Change
                                     September 26,       September 28,
                                          2020                2019           Amount      Percentage
                                                   (In millions, except percentages)
  Cost of product and maintenance   $        175.9      $        135.6      $ 40.3             30  %
  Cost of services                            56.0                57.4        (1.4)            (2) %


Cost of Product and Maintenance
Cost of product and maintenance includes costs associated with the sale and
lease of our emulation and prototyping hardware and licensing of our software
and IP products, certain employee salary and benefits and other employee-related
costs, cost of our customer support services, amortization of technology-related
and maintenance-related acquired intangibles, costs of technical documentation
and royalties payable to third-party vendors. Costs associated with our
emulation and prototyping hardware products include components, assembly,
testing, applicable reserves and overhead. These costs make our cost of
emulation and prototyping hardware products higher, as a percentage of revenue,
than our cost of software and IP products.
                                       23
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A summary of cost of product and maintenance is as follows:


                                                                   Three Months Ended                                                Change
                                                         September 26,            September 28,
                                                              2020                    2019                 Amount               Percentage
                                                                                  (In millions, except percentages)
Product and maintenance-related costs                  $     53.4               $         31.8          $    21.6                         68  %
Amortization of acquired intangibles                         11.4                          9.9                1.5                         15  %
Total cost of product and maintenance                  $     64.8               $         41.7          $    23.1                         55  %



                                                                   Nine Months Ended                                                Change
                                                         September 26,           September 28,
                                                             2020                    2019                 Amount               Percentage
                                                                                  (In millions, except percentages)
Product and maintenance-related costs                  $        142.1          $        104.5          $    37.6                         36  %
Amortization of acquired intangibles                             33.8                    31.1                2.7                          9  %
Total cost of product and maintenance                  $        175.9          $        135.6          $    40.3                         30  %


Cost of product and maintenance depends primarily on our hardware product sales
in any given period. Cost of product and maintenance is also affected by
employee salary and benefits and other employee-related costs, reserves for
inventory, as well as the timing and extent to which we acquire intangible
assets, acquire or license third-parties' IP or technology, and sell our
products that include such acquired or licensed IP or technology.
The changes in product and maintenance-related costs for the three and nine
months ended September 26, 2020, as compared to the three and nine months ended
September 28, 2019, were due to the following:
                                                                                            Change
                                                                               Three Months         Nine Months
                                                                                  Ended                Ended
                                                                                         (In millions)
Emulation and prototyping hardware costs                                      $      21.7          $      37.3
Other items                                                                          (0.1)         $       0.3
Total change in product and maintenance-related costs                       

$ 21.6 $ 37.6




Emulation and prototyping hardware costs included in the cost of product and
maintenance increased during the three and nine months ended September 26, 2020,
as compared to the three and nine months ended September 28, 2019, primarily due
to increased deliveries of hardware products to customers and increased reserves
for inventory.
Cost of Services
Cost of services primarily includes employee salary, benefits and other
employee-related costs to perform work on revenue-generating projects and costs
to maintain the infrastructure necessary to manage a services organization. Cost
of services may fluctuate from period to period based on our utilization of
design services engineers on revenue-generating projects rather than internal
development projects.
Operating Expenses
Our operating expenses include marketing and sales, research and development,
and general and administrative expenses. Factors that tend to cause our
operating expenses to fluctuate include changes in the number of employees due
to hiring and acquisitions, stock-based compensation, restructuring activities,
foreign exchange rate movements, and the impact of our variable compensation
programs that are driven by operating results. During the three and nine months
ended September 26, 2020 we experienced decreased operating expenses for travel,
meetings and events, and professional services due to various measures
implemented to contain COVID-19.
                                       24
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Many of our operating expenses are transacted in various foreign currencies. We
recognize lower expenses in periods when the United States dollar strengthens in
value against other currencies and we recognize higher expenses when the United
States dollar weakens against other currencies. For an additional description of
how changes in foreign exchange rates affect our condensed consolidated
financial statements, see the discussion in Item 3, "Quantitative and
Qualitative Disclosures About Market Risk - Foreign Currency Risk."
Our operating expenses for the three and nine months ended September 26, 2020
and September 28, 2019 were as follows:
                                      Three Months Ended                               Change
                              September 26,       September 28,
                                   2020                2019           Amount      Percentage
                                            (In millions, except percentages)
Marketing and sales          $    123.7          $        121.4      $  2.3              2  %
Research and development          250.9                   240.5        10.4              4  %
General and administrative         35.9                    33.2         2.7              8  %
Total operating expenses     $    410.5          $        395.1      $ 15.4              4  %



                                      Nine Months Ended                                Change
                              September 26,       September 28,
                                   2020                2019           Amount      Percentage
                                            (In millions, except percentages)
Marketing and sales          $        370.0      $        354.4      $ 15.6              4  %
Research and development              743.4               700.6        42.8              6  %
General and administrative            105.2                97.7         7.5              8  %
Total operating expenses     $      1,218.6      $      1,152.7      $ 65.9              6  %

Our operating expenses, as a percentage of total revenue, for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows:


                                                                 Three Months Ended                                                         Nine Months Ended
                                                     September 26,               September 28,                 September 26,               September 28,
                                                         2020                        2019                          2020                        2019
Marketing and sales                                             19  %                         21  %                         19  %                     21  %
Research and development                                        38  %                         41  %                         39  %                     39  %
General and administrative                                       5  %                          6  %                          5  %                      6  %
Total operating expenses                                        62  %                         68  %                         63  %                     66  %


Marketing and Sales
The increase in marketing and sales expense for the three and nine months ended
September 26, 2020, as compared to the three and nine months ended September 28,
2019, was due to the following:
                                                                                          Change
                                                                            Three Months          Nine Months
                                                                                Ended                Ended
                                                                                      (In millions)
Salary, benefits and other employee-related costs                          $        7.9          $      23.0
Home office-related expenses                                                          -                  2.0
Marketing programs                                                                 (0.3)                (2.1)
Travel and sales meetings                                                          (4.0)                (9.3)
Other items                                                                        (1.3)                 2.0
Total change in marketing and sales expense                                

$ 2.3 $ 15.6


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During the three and nine months ended September 26, 2020, as compared to the
three and nine months ended September 28, 2019, salary, benefits and other
employee-related costs included in marketing and sales expense increased due
primarily to additional headcount from hiring and acquisitions. This increase
was partially offset by reduced costs for marketing events and travel due to
COVID-19. We expect marketing and sales expense to increase during the remainder
of fiscal 2020, as compared to fiscal 2019, due to increased employee-related
costs due to additional headcount from hiring and acquisitions.
Research and Development
The increase in research and development expense for the three and nine months
ended September 26, 2020, as compared to the three and nine months ended
September 28, 2019, was due to the following:
                                                                                         Change
                                                                            Three Months         Nine Months
                                                                               Ended                Ended
                                                                                      (In millions)
Salary, benefits and other employee-related costs                          $      16.5          $      44.3
Home office-related expenses                                                         -                  5.3
Product development costs                                                          1.2                  4.2
Stock-based compensation                                                          (1.8)                 2.7
Professional services                                                             (0.9)                (2.7)
Facilities and other infrastructure costs                                         (2.1)                (4.0)
Travel                                                                            (3.5)                (8.3)
Other items                                                                        1.0                  1.3
Total change in research and development expense                           

$ 10.4 $ 42.8




During the three and nine months ended September 26, 2020, as compared to the
three and nine months ended September 28, 2019, salary, benefits and other
employee-related costs included in research and development expense increased
due primarily to additional headcount from hiring and acquisitions. This
increase was partially offset by reduced costs for travel due to COVID-19. We
expect research and development expense to increase during the remainder of
fiscal 2020, as compared to fiscal 2019, due to increased employee-related costs
due to additional headcount from hiring and acquisitions.
General and Administrative
The increase in general and administrative expense for the three and nine months
ended September 26, 2020, as compared to the three and nine months ended
September 28, 2019, was due to the following:
                                                                                                 Change
                                                                            Three Months Ended           Nine Months Ended
                                                                                             (In millions)
Professional services                                                                     0.2                     4.4
Salary, benefits and other employee-related costs                                         1.3                     2.1
Bad debt                                                                                  0.1                     1.5
University endowment                                                                        -                    (3.0)
Other items                                                                               1.1                     2.5
Total change in general and administrative expense                         $              2.7                     7.5


Costs of professional services included in general and administrative expense
increased during the three and nine months ended September 26, 2020, as compared
to the three and nine months ended September 28, 2019, primarily due to
consulting fees related to an internal realignment of our international
operating structure, acquisition and integration-related costs.
                                       26
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Restructuring and Other Charges
We have initiated restructuring plans in recent years to better align our
resources with our business strategy. Because the restructuring charges and
related benefits are derived from management's estimates made during the
formulation of the restructuring plans, based on then-currently available
information, our restructuring plans may not achieve the benefits anticipated on
the timetable or at the level contemplated. Additional actions, including
further restructuring of our operations, may be required in the future.
During the nine months ended September 26, 2020, we revised certain estimates
made in connection with prior restructuring plans and recorded credits of
approximately $1.3 million. For additional information about our restructuring
plans, see Note 9 in the notes to condensed consolidated financial statements.
Interest Expense
                                                         Three Months Ended                                          Nine Months Ended
                                                September 26,         September 28,           September 26,         September 28,
                                                    2020                  2019                    2020                   2019
                                                                                  (In millions)
Contractual interest expense:
2024 Notes                                             3.8                     3.8                    11.4                 11.4
Revolving credit facility                              1.3                     0.1                     3.8                  2.3
Amortization of debt discount:
2024 Notes                                             0.2                     0.2                     0.7                  0.6
Other                                                    -                     0.1                       -                  0.3
Total interest expense                          $      5.3          $          4.2          $         15.9          $      14.6


We expect interest expense to increase during the remainder of fiscal 2020, as
compared to fiscal 2019. For an additional description of our debt arrangements,
see Note 2 in the notes to condensed consolidated financial statements.
Income Taxes
The following table presents the provision for income taxes and the effective
tax rate for the three and nine months ended September 26, 2020 and
September 28, 2019:
                                                        Three Months Ended                                                Nine Months Ended
                                              September 26,             September 28,          September 26,             September 28,
                                                  2020                      2019                    2020                     2019
                                                                                                  (In millions, except percentages)
Provision for income taxes                   $       4.1               $       15.2          $         29.7           $           44.2
Effective tax rate                                   2.5   %                   13.0  %                  6.6   %                   11.8  %


The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") that
was enacted by the United States on March 27, 2020 did not have a material
impact on our provision for income taxes for the three and nine months ended
September 26, 2020.
On June 29, 2020, the State of California enacted legislation that, for a
three-year period beginning in fiscal 2020, will limit our utilization of
California research and development tax credits to $5 million annually and will
suspend the use of California net operating loss deductions. We accounted for
the effects of the California tax law change during the third quarter of fiscal
2020, the period of enactment. We recognized a discrete tax benefit of
approximately $19.0 million during the third quarter of fiscal 2020 due to a
partial release of the valuation allowance on our California research and
development tax credit deferred tax assets as a result of certain tax elections
we intend to make in our 2019 California tax filings.
Our provision for income taxes for the three and nine months ended September 26,
2020 was primarily attributable to federal, state and foreign income taxes on
our anticipated fiscal 2020 income, partially offset by the tax benefit of
$19.0 million for the three and nine months ended September 26, 2020, related to
the partial release of the valuation allowance on our California research and
development tax credit deferred tax assets and the tax benefits, of $19.3
million and $49.0 million for the three and nine months ended September 26,
2020, respectively, related to stock-based compensation that vested or was
exercised during the period.
                                       27
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Our provision for income taxes for the three and nine months ended September 28,
2019 was primarily attributable to federal, state and foreign income taxes on
our then-anticipated fiscal 2019 income, partially offset by tax benefits of
$15.0 million and $35.2 million for the three and nine months
ended September 28, 2019, respectively, related to stock-based compensation that
vested or was exercised during each period.
Our future effective tax rates may be materially impacted by tax amounts
associated with our foreign earnings at rates different from the United States
federal statutory rate, research credits, the tax impact of stock-based
compensation, accounting for uncertain tax positions, business combinations,
closure of statutes of limitations or settlement of tax audits, changes in
valuation allowance and changes in tax law. A significant amount of our foreign
earnings is generated by our subsidiaries organized in Ireland and Hungary. Our
future effective tax rates may be adversely affected if the portion of our
earnings in countries with lower tax rates were to decline. We currently expect
that our fiscal 2020 effective tax rate will be approximately 9%. We expect that
our quarterly effective tax rates will vary from our fiscal 2020 effective tax
rate as a result of recognizing the income tax effects of stock-based awards in
the quarterly periods that the awards vest or are settled and other items that
we cannot anticipate. For additional discussion about how our effective tax rate
could be affected by various risks, see Part II, Item 1A, "Risk Factors."
Liquidity and Capital Resources
                                           As of
                             September 26,       December 28,
                                  2020               2019           Change
                                             (In millions)
Cash and cash equivalents   $      1,306.6      $       705.2      $ 601.4
Net working capital                  618.6              497.0        121.6


Cash and Cash Equivalents
As of September 26, 2020, our principal sources of liquidity consisted of
$1,306.6 million of cash and cash equivalents as compared to $705.2 million as
of December 28, 2019.
During the first quarter of fiscal 2020, we borrowed $350.0 million under our
revolving credit facility as a precautionary measure to provide additional
liquidity in light of the recent global economic uncertainty and financial
market conditions caused by the COVID-19 pandemic. This borrowing represents the
full amount available under our revolving credit facility; however, we are
entitled to request increased capacity up to an additional $250.0 million
subject to the receipt of lender commitments. As of September 26, 2020, the
interest rate on our revolving credit facility was 1.50%. In addition to
borrowings under our revolving credit facility, our primary sources of cash and
cash equivalents during the nine months ended September 26, 2020 were cash
generated from operations and proceeds from the issuance of common stock
resulting from stock purchases under our employee stock purchase plan and stock
options exercised during the period.
Our primary uses of cash and cash equivalents during the nine months ended
September 26, 2020 were payments related to employee salaries and benefits,
operating expenses, repurchases of our common stock, cash paid in business
combinations, payment of taxes on vesting of restricted stock held by employees,
and purchases of property, plant and equipment.
Approximately 38% of our cash and cash equivalents were held by our foreign
subsidiaries as of September 26, 2020. Our cash and cash equivalents held by our
foreign subsidiaries may vary from period to period due to the timing of
collections and repatriation of foreign earnings. We expect that current cash
and cash equivalent balances and cash flows that are generated from operations
will be sufficient to meet our domestic and international working capital needs
and other capital and liquidity requirements for at least the next 12 months.
Net Working Capital
Net working capital is comprised of current assets less current liabilities, as
shown on our condensed consolidated balance sheets. The increase in our net
working capital as of September 26, 2020, as compared to December 28, 2019, is
primarily due to the timing of cash receipts from customers and disbursements
made to vendors.

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